Construction Contract of the Construction Works No. 1 of No. 8 and No. 9 Ovens in 2009
Exhibit
10.20
Construction
Contract of the Construction Works
No.
1 of No. 8 and No. 9 Ovens in 2009
Project
Name: Shuncheng Coal Carbonization No.8 and No. 9 Coke Oven Systems and
Cold-blast Project
Place of
the Project: Within the Plant
Owner:
Henan Shuncheng Group Coal Coke Co., Ltd.
Contractor:
Xxxxx Xxx Xxxxx Construction Company
Date:
December 16, 2009
1
Contracting
Agreement of the Construction Works
Article
1
Owner
(“Party A”): Shuncheng Group Coal Coke Co., Ltd.
Contractor
(“Party B”): Xxxxx Xxx Xxxxx Construction Company
According
to the PRC Contract
Law, the PRC
Construction Law, the Administrative Rules on Construction
Engineering Quality and other relevant laws and regulations, and based on
the principles of free will, fairness and good faith, the two Parties hereby
reach this Agreement in respect to the decorations of part of the office
building herein.
Article 2 General Situation of the
Project: Civil Engineering, Steel Structure Fabrication and
Installation
Project
Name: Shuncheng Coal Carbonization No.8
and No. 9 Coke Ovens and Cold-blast Project
Place of
the Project: Within Shuncheng Coal Carbonization Plant
Structure:
Concrete Structure
Article
3 Scope of the Contracting
Scope of
the Contracting: All the engineering works within the drawings of the No. 8 and
No. 9 coke oven systems (please see the details in the “Table of the
Construction Works” contained in this Agreement attached herein).
Contracting
Method: Party A is responsible to provide the main materials, the steel, cement,
the stone and the sand; and Party B is responsible to provide labor, the
machinery and the supplies inventory. The site hardening and the road
hardening which emerge during the construction shall be subject to a fixed price
(including the lime-soil) formulated by the Capital Construction
Division.
Article
4 Construction Period
Commence
Date: December 1, 2009
Completion
Date: October 1, 2010
The whole
Construction Period lasts 335 calendar days.
2
Note
by hand: The construction period hereof is only for No. 9 coke oven
(construction period for No.8 coke oven will be otherwise agreed)
|
1.
|
No.9
coke oven will be ready for furnace-drying on August
1.
|
|
2.
|
No.9
coke oven will be ready for installation of iron part for protection of
coke oven on July 1.
|
|
3.
|
No.9
coke oven will be ready for construction on April
10.
|
Article
5 Quality Standard
5.1 The
project quality standard shall conform to the existing unified inspection and
acceptance requirements on the construction works and shall conform to national
or industrial quality examination and evaluation standards; if the construction
works is not qualified and fails to reach the project quality standards, the
Contractor shall bear the liability for breach of contract.
5.2 If
the two Parties have any dispute to the project quality, such issue may be
identified and evaluated by the quality inspection entity of the construction
works, the necessary fees and other losses arising therefrom shall be borne by
the responsible party.
5.3 Party
B shall conduct the construction strictly and seriously according to the
standard specification and the requirements of the drawings, and shall accept
the on-site project inspection and acceptance from the technical or quality
control staffs designated by Party A as may be required from time to
time.
5.4 If
the project quality of Party B fails to reach the quality standards and if there
are cut corners by Party B, once discovered by the technical or quality control
staffs, the technical or quality control staffs are entitled to order Party B to
dismantle, rework or suspend the work, until the project quality reaches the
quality standards. Any economic losses arising therefrom shall be
borne by Party B and the Construction Period shall not be extended.
5.5 For
the inspection and acceptance of each work procedure and each concealed work, it
must be on-site inspected and accepted by Party A’s technical and supervising
staffs; after the work quality is confirmed to be qualified and relevant
certificates are issued, the next work procedure and the next concealed work
shall be launched.
Article
6 Party A shall be responsible for:
6.1
"Three Supplies and One Leveling" (i.e. supply of water, electricity and road,
as well as the leveled ground)
6.2 Party
A shall provide the construction drawings, the supporting instructions and other
relevant documents.
3
6.3 For
any losses arising from the work-suspension and the slow work of the
labor caused by 8-hour or over 8-hour power cut or water
supply cut-off and any losses arising from the force majeure (natural disaster),
Party A shall bear 70% of the losses (It shall come into effect after being
signed and confirmed by the Party A’s vice president in charge of the project;
if not being signed by the project director, the budget and settlement of the
project shall not be conducted).
6.4 If
the project is delayed due to Party A’s modification or the foundation
treatment, the Construction Period shall be extended accordingly.
6.5 The
inspection and check on the quality of the materials supplied by Party A and the
on-site supervision shall be strictly conducted. If any project
quality accident arises from the unqualified materials supplied by Party A, the
on-site supervisor and the project director of the Owner shall be held liable
for the losses arising therefrom. In terms of the materials supplied
by Party A, Party B shall conduct relevant technical tests and examinations and
the raw material re-examination reports according to the existing construction
specifications; for the unqualified materials discovered from the test and
examination, Party B shall submit relevant written documents to the responsible
supervisor and the project engineer, and such materials can be used upon the
vice president’s confirmation in writing; however, in principle, the unqualified
materials can not be used in the project.
Article
7 Contract Price: The actual price shall be settled and calculated based on the
actually completed works quantities.
7.1 Price
Adjustment:
7.2 Basis
for Settlement: It shall be settled according to the method of contracting for
labor and materials and according to relevant applicable supporting documents at
provincial and municipal levels during the Construction Period. The
adjusted labor price shall be RMB 43 Yuan per working day. (The cost of the
materials provided by Party A shall be deducted from the total settlement price;
if Party B exceeds the budget to use materials during the construction, the cost
of the excessive materials shall also be deducted in name of “financial
deduction”, while regarding the material cost within the fixed comprehensive
cost, such part shall be deducted in line with its proportion in the fixed
comprehensive cost, please refer details to the internal policies of the Capital
Construction Division.) The prices of other materials shall be adjusted
according to the construction cost information published by Anyang
municipality.
7.3 Basis
for the Construction Cost:
Civil
Engineering: the Comprehensive
Basic Price of Henan Construction and Decoration Engineering of 2002
shall be applied.
4
Installation
Engineering: the Comprehensive
Basic Price of Henan Installation Unit of 2003 shall be
applied.
7.4
Charge standard: Party B is only entitled to collect taxes, but not to any other
expenses.
Article 8 Payment Schedule:
After the required conditions for the start-up of the construction works
are satisfied and after the Parties sign the construction works agreement, Party
B shall provide a start-up report. Party A may prepay 5% of the
temporary contract price as the fund for the project materials preparation (due
to the budget does not take the project and the foundation treatment into
considerations, Party B may adjust the estimated cost during the Construction
Period); during the Construction Period, Party B shall report its actual
completed work quantities to the Owner on the 25th of each month (the payment
shall be settled based on the progress rate), and the Owner shall pay 70% of the
progress payment to Party B before the 5th of the next month; after the project
is completed, 95% of the project price which is recognized by Party A shall be
paid. The remaining price shall be paid off upon the expiry of the
warranty period. The settlement and payment shall be subject to Party
B’s provision of formal invoices.
Article
9 Withholding Amounts
9.1
Maintenance Bond: 5% of the total project settlement price shall be withheld as
the maintenance bond, which shall be refunded to Party B after the expiry of the
quality warranty period.
9.2
Quality Warranty: The quality warranty period shall be 1 year. Within
the warranty period, Party B shall undertake the quality warranty liabilities
for the project delivered for Party A’s usage according to the laws, regulations
and relevant national rules on the project quality warranty; and for any quality
problems of any part of the project, Party B shall conduct the on-site repair
and maintenance unconditionally within 5 days after receiving Party A’s notice,
or otherwise, Party A may appoint other construction team to repair and maintain
the quality problems and the relevant maintenance expenses shall be paid and
deducted from the Maintenance Bond.
Article
10 Award and Penalty
If the
construction works is early completed, for each one day in advance, the award
equal to ____% of the total project construction cost shall be granted; if the
completion of the construction works is delayed, for each one-day delay, the
penalty equal to ____% of the total project construction cost shall be
imposed. If the extension of the Construction Period is required
under special occasions and which is approved and confirmed by Party A’s
representative (relevant certificate is required to be issued in such
situation), such delay of the completion is exempt from the
penalty.
5
Article 11 Party B shall
independently responsible for any and all casualty accidents arising from the
construction.
Article
12 Completion and Acceptance
Where all
the conditions for the project completion and acceptance are satisfied, the
contractor, in accordance with related national laws and regulations governing
construction work inspection and acceptance procedures, shall provide Party A a
complete set of completion materials, a copy of project completion report and a
copy of as-build drawings to Party A; Party A shall organize relevant staffs to
inspect and accept the project within 10 days after receiving the documents
provided by Party B; Party A shall issue the acceptance certificate for the
qualified construction works within 10 days after such construction works passed
the inspection and acceptance; the project settlement and payment procedures can
only be launched by the acceptance certificate.
Article 13 Xxxx Xxxxxxx
(Gensheng) is Party A’s designated representative and XXX Xxxxx is Party
B’s project manager and designated representative. This Agreement is
entered into by the two Parties through mutual negotiations and the two Parties
shall strictly abide by and perform this Agreement. This Agreement
has two original copies and each Party shall keep and hold one original
copy.
Party
A: Henan Shuncheng Group Coal Coke Co., Ltd.
Representative:
[illegible]
Party
B: Xxxxx Xxx Xxxxx Construction Company
Representative:
[illegible]
Execution
Date: December 16, 2009
6
Table of the Construction Works
Contained in this Agreement
|
No
|
Items
of the Construction Works
|
|
|
1
|
Civil
Engineering of No. 8 Stamp-charging Coke Oven (including the main chimney
flue and the by-pass flue)
|
|
|
2
|
Civil
Engineering of No. 9 Stamp-charging Coke Oven (including the main chimney
flue and the by-pass flue)
|
|
|
3
|
End
Platform of No. 8 Stamp-charging Coke Oven
|
|
|
4
|
End
Platform of No. 9 Stamp-charging Coke Oven
|
|
|
5
|
Intermediate
Platform
|
|
|
6
|
Coke-pushing
Track
|
|
|
7
|
Coke-quenching
Track
|
|
|
8
|
Coke-quenching
Tower
|
|
|
9
|
Coke-quenching
Pump House and Sedimentation Tank
|
|
|
10
|
Coke
Machine Two-side Operating Platform of No. 8 and No.9 Stamp -charging Coke
Ovens
|
|
|
11
|
Second
Track of the Coke Guiding
|
|
|
12
|
Stamp-charging
Coal Tower
|
|
|
13
|
Chimney
(Chimney of No. 8 Coke Oven and No. 9 Coke Oven)
|
|
|
14
|
Coke-cooling
Table
|
|
|
15
|
Coke
Transport System and Transfer Station
|
|
|
16
|
Coal
Transport System and Transfer Station
|
|
|
17
|
Exterior
Pipeline Bracket
|
|
|
18
|
Water
Cooling Tower
|
|
|
19
|
Primary
Cooler
|
|
|
20
|
Fan
Room
|
|
|
21
|
Electrical
Tar Trap
|
|
|
22
|
No.
3 Switching Room
|
|
|
23
|
Condensation
Pump House
|
|
|
24
|
Infrastructure
and Equipment of the Cold-blast Sector and other Auxiliary Works of the
Cold-blast
Sector
|
7
Henan
Shuncheng Group Coal Coke Co., Ltd
Supplemental
Agreement Regarding No.8 Coal Coke Oven
|
1.
|
Contract-issuing
Party (Party A): Henan Shuncheng Group Coal Coke Co., Ltd Contractor
(Party B): Xxxxx Xxx Xxxxx Construction
Company
|
2.
Description on Supplemental Agreement
i. Due to
the construction site factors, No.8 coal coke oven cannot start construction
together with No. 9 coal coke oven. Therefore, Construction of No.8 coal coke
oven shall commence on 1 January 2010 and be completed before 1 October
2010.
ii. The
scope of project contracting, quality standard as well as payment of contract
price, work safety and other clauses shall be in conformity with those specified
in the contract of No. 1 of
No. 8 and No. 9 Ovens in 2009.
3. This
supplemental agreement shall take effective upon signing and sealing by both
parties.
Contract-issuing
Party (Party A): Henan Shuncheng Group Coal Coke Co., Ltd
/s/ LV
Zhanfeng’s [company seal]
Contractor
(Party B): Xxxxx Xxx Xxxxx Construction Company
/s/ XXX
Xxxxx’x [company seal]
Date:
June 22, 2010
8
